BHP Group Limited — Director's Dealing 2022

Nov 24, 2022

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity BHP Group Limited ABN 49 004 028 077

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Mike Henry

Date of last notice 26 August 2022

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest		Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.		-
Date of change		22 November 2022
No. of securities held prior to change		Ordinary shares: 660,604 ordinary shares in BHP Group Limited. Options and other rights: 573,466 maximum number of Long Term Incentive Plan Awards (rights to receive ordinary shares in BHP Group Limited under the Long Term Incentive Plan). 142,956 Cash and Deferred Plan Awards (rights to receive ordinary shares in BHP Group Limited under the Cash and Deferred Plan).
Class		Ordinary shares in BHP Group Limited and rights to receive ordinary shares in BHP Group Limited under BHP’s incentive plans (share rights).

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number acquired		1. 118,853 Long Term Incentive Plan Awards (rights to receive ordinary shares in BHP Group Limited under the Long Term Incentive Plan) 2. 44,335 Cash and Deferred Plan Awards that vest in two years (rights to receive ordinary shares in BHP Group Limited under the Cash and Deferred Plan) 3. 44,335 Cash and Deferred Plan Awards that vest in five years (rights to receive ordinary shares in BHP Group Limited under the Cash and Deferred) 4. 117,948 Uplift Awards (rights to receive ordinary shares in BHP under the Long Term Incentive Plan and Cash and Deferred Plan) 5. 31,616 ordinary shares in BHP Group Limited The Uplift Awards relate to the Petroleum merger with Woodside. Employees who continued to be employed by BHP after completion of the Petroleum merger with Woodside on 1 June 2022 did not receive the in specie dividend paid by BHP in respect of any unvested share rights, and the value of the underlying BHP shares which they will receive on vesting will be reduced as a result of the in specie dividend that was determined. To treat BHP employees fairly and restore the value of the unvested share rights to their pre- completion value, BHP granted those employees a one-off grant of additional matching entitlements (referred to as Uplift Awards) on the same substantive terms as the original unvested share rights. The grant of Uplift Awards to Mike Henry was approved at the 2022 Annual General Meeting.
Number disposed		The on-market sale of 15,002 ordinary shares in BHP Group Limited.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation		Grant of 325,471 share rights for nil consideration. Vesting of 31,616 share rights for nil consideration. On-market sale of 15,002 shares in BHP Group Limited at AUD $43.32 per share.
No. of securities held after change		Ordinary shares: 677,218 ordinary shares in BHP Group Limited. Options and other rights: 761,423 maximum number of Long Term Incentive Plan Awards (rights to receive ordinary shares in BHP Group Limited under the Long Term Incentive Plan). 248,854 Cash and Deferred Plan Awards (rights to receive ordinary shares in BHP Group Limited under the Cash and Deferred Plan).

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	1. The grant of 118,853 Long Term Incentive Plan Awards. 2. The grant of 44,335 Cash and Deferred Plan Awards that vest in two years. 3. The grant of 44,335 Cash and Deferred Plan Awards that vest in five years. 4. The grant of 117,948 Uplift Awards under BHP Group Limited’s Long Term Incentive Plan and Cash and Deferred Plan. 5. The acquisition of 31,616 ordinary shares following the vesting of Uplift Awards under BHP Group Limited’s Long Term Incentive Plan and Cash and Deferred Plan. 6. The on-market sale of 15,002 ordinary shares in BHP Group Limited in order to meet expected tax obligations arising from the transaction described above.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	-
Nature of interest	-
Name of registered holder (if issued securities)	-
Date of change	-
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	-
Interest acquired	-
Interest disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	-
Interest after change	-

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Were the interests in the securities or No contracts detailed above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance N/A provided to allow the trade to proceed during this period? If prior written clearance was N/A provided, on what date was this provided?

Part 4 – Contact details

Name of authorised officers Stefanie Wilkinson responsible for making this Group Company Secretary notification on behalf of the entities Contact details Stefanie Wilkinson T +61 3 9609 3333

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011